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HomeMy WebLinkAboutReso 99-146RESOLUTION NO.99--JY�p A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, CONSENTING TO THE TRANSFER OF CONTROL OF THE CATV FRANCHISE FROM INTERLINK PARTNERS, LLLP TO CHARTER COMMUNICATIONS, INC., INCLUDING, AMONG OTHER THINGS, A CONSENT TO CHARTER'S PLEDGE AND GRANT OF SECURITY INTEREST TO CHARTER'S LENDERS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, InterLink Communications Partners, LLLP, a Colorado registered limited liability limited partnership ("Interlink"), owns and operates a cable television system (the "Cable System") within the City of Sunny Isles Beach (the "City") in the State of Florida pursuant to that certain cable television franchise evidenced by Ordinance/Resolution adopted April 15, 1999 (as amended to the date hereof, the "Franchise"); WHEREAS, Interlink, Charter Communications, Inc., a Delaware corporation ("Charter") and each of the general and limited partners of Interlink have entered into a Purchase and Sale Agreement dated April 26, 1999 providing for the acquisition by Charter directly or indirectly of all of the partnership interests in Interlink (the "Purchase and Sale Agreement"), which Agreement will be subsequently assigned to Charter Communications Operating, LLC; and WHEREAS, the City is willing to consent to the transaction referred to in the preceding paragraph. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: 1 . The City hereby confirms that Interlink, at this time, is in substantial compliance with all of its obligations under the Franchise and that the Franchise was validly issued and is in full force and effect. 2. The City does hereby consent to the change of control of Interlink to Charter, which transfer of control will be effective upon the closing of the transactions contemplated by the Agreement, which closing is anticipated to occur on or after September 2, 1999, assuming Charter shall full comply with all the terms of the franchise. 3. The City does hereby consent to Charter's pledge, and grant of a security interest, to Charter's lenders, their successors and assigns, of, in and to the assets of Charter, including the Consent to Transfer of CATV Franchise Res. -1- Franchise and all rights of Charter related thereto, to secure any indebtedness of Charter, and to the exercise by each of the secured parties of its rights as a secured party in the event of a default by Charter in the payment or the performance of any of its indebtedness or obligations secured thereby; provided, however, that nothing herein shall constitute a waiver of any right of the City to approve any other sale or transfer of the Cable System and any other assignment or transfer of the Franchise not shall the construction bond referred to in Section 10 of the Franchise adopted pursuant to Resolution No. 99-134 be used to secure any indebtedness. 4. Upon acceptance of this Resolution and the Franchise, by signing below Charter may (a) assign or transfer Interlink's assets, including the Franchise, provided, however, that such assignment or transfer is to a parent or subsidiary of Charter or another entity under direct or indirect control of Paul Allen; (b) restructure or change the ownership interests among existing equity participants in Charter and/or its affiliates; (c) pledge or grant a security interest to any lender(s) of Charter or its affiliates, including but not limited to the Franchise, or of interests in Interlink for purposes of securing an indebtedness, without obtaining prior consent of the City; (d) sell capital stock of Charter or any of its affiliates in a transaction commonly known as an "initial public offering" provided that Charter represents in writing to the City that such transaction will have no foreseeable effect on the management and operation of the cable television system in the franchise service area. PASSED AND ADOPTED this 15TH day of July, 1999. CITY OF S NY ISLES BEACH By: f David Samson, Aayor ATTEST: e,- 1C.. Richard Brown-Morilla, City Clerk Consent to Transfer of CATV Franchise Res. -2- APPROVED AS TO FORM AND LEGAL SUFFICIENCY L3fp M. Dannheisser, City Attorney Moved by: � Seconded by: Qfto,.' Vote: 5-0 Mayor Samson (Yes) Vice Mayor Turetsky (Yes) Commissioner Iglesias :I/:(Yes) Commissioner Kauffman V (Yes) Commissioner Morrow (Yes) Consent to Transfer of CATV Franchise Res. -3- (No) (No) (No) (No) (No) Marsh USA Inc 10/30/2003 8:14 PAGE 2/3 RightFax .......... A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1--a . ..... 7IF RTIF M MBER ................... CHI-000666097-04 PRODUCER THIS CERTIFICATE 13 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS Marsh USA Inc. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE 800 Market Street, Suite 2600 St. Louis, MO 631 ai -2500 POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE COMPANY 405245-Std-CASUA-03-04 ICP y NBV-FL A AMERICAN HOME ASSURANCE CO (AIG) INSURED COMPANY Charter Communications Inc. a NATIONAL UNION FIRE INSURANCE CO OF PITTSBURGH Charter Investment Inc. 12405 Powersoourt Drive COMPANY St. Louis, MO 63131-3674 C INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA COMPANY D . . ........ - . . . . . . . . . . . . . . . . . I.; THIS 13 TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECTTOWIHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN ISSUBJECTTO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICES AGGREGATE LIMITS S-IOWN MAY HAVE BEEN REDUCED BYPAD CLAMS CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIODfYY) POLICY EXPIRATION DATE (MMIDONY) LIMITS A OF MERAL LIABILITY 4806009 11101/03 11/01/04 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG 2,000,000 COMMERCIAL GENERAL LIABILITY CLAMSM FV AIDE OCCUR PERSONAL &ADVINJURY $ 1,000,000 EACH OCCURRENCE $ 1,000,000 OWNER'S & CONTRACTOR'S PROT FIRE DAMAGE (Any onefire) $ 500,000 MED EXP (Any me person) $ 10,000 B AUTOMOBILE LIABILITY 6612626 (AOS) 11/01/03 11/01104 COMBINED SINGLE LIMIT $ 5,000,000 A X MY AUTO 6612627 (MA) 11/01/03 11/01/04 SODILYINJURY $ B ALL OWNED AUTOS 6612628(TX) 11/01/03 11/01104 A SCHEDULED AUTOS 6612629(VA) 11101/03 11/01/04 (Per person) BODILYINJURY (Per accident) $ X X HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY - EAACCIDENT $ OTHER THAN AUTO ONLY: ANY AUTO EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ UMBRELLAFORM $ OTHER THAN UMBRELLA FORM c A WORKERS C EMPLOYERS' LIABILITY 2981472 (AOS), 2981474(OR) 11/01/03 2981473 (CA) 11/01/03 11/01/04 11/01104 AT. X I TOCRYSLIVITS i I E EL EACH ACCIDENT ............................... $ 1,000,000 EL DISEASE -POLICY LIMIT 1,C)O0,000- c E B THE- PROPRI FTO iNCL PARTNERSVEXECZUTIVE OFFICERS EXCL 2981475 (IN,MA,MI,NY,UT,VA) 11/01/03 2981476 (VVI) 11/01/03 11/01/04 11/01/04 EL DISEASE -EACH EMPLOYEE $ 11000,000 OTHER I I I I DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISPEC4PL ITEMS (See reverse and/or attached for additional information) . . ..... ....... . . ...... ...................... .......... .......... .................... . ......... SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL '40 DAYS WRITTEN NOTICE TO THE City of Sunny Isles Beach Attn: City Clerk 17070 Collins Avenue, Suite 250 CERTIFICATE HOLDER NAMED HEREIN, But FAILURE TO MAIL SUCH NOTICE SMALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPONTHE INSURER AFFORDING COVERAGE, ITSAGENTSOR REPRESENTATIVES OR THE Sunny Ides Beach, FL 33160 ISSUER OF THS CERTIFICATE MARSH USA INC. By; Alfred A. Peterfeso WA" -%'a Q, MAJtABPS . ...... ....... .. .. .............................. ............... Marsh USA Inc r, 10/30/2003 8:14 PAGE 3/3 RightFax PRODUCER Marsh USA Inc. 800 Market Street, Suite 2600 St. Louis, MO 63101-2500 405245-Std-CASUA-03-04 ICP y NBV-FL COMPANY E COMPANY F INSURED COMPANY Charter Communications Inc. Charter Investment Inc. G 12405 Powerscourt Drive St. Louis, MO 631313674 COMPANY H DATE (MMIDD/YY) 10/30/03 .:.,.::.,.::.,.::�..:.:..::.::::::...:�.-,:.::::.,..ems:_::_ _..,..__ :.........-._....................._.. COMPANIES AFFORDING COVERAGE Charter Communications, Inc. Named Insured Includes the Following Entities Charter Investment, Inc., Charter Communications, Inc. and their: - subsidiaries, associated, affiliated and inter -related companies; - controlled or majority (more than 50%) owned partnerships, limited liability companies; - interest only in (or its subsidiaries' interest in) any other partnerships or joint ventures or limited liability company; - interest in (or its subsidiaries' interest in) any company or organization coming under its active management or control; - any entity or party required to be insured under any contract or agreementwhich may now exist, may have previously existed, or may hereafter be created or acquired. Marcus Cable Associates, L.L.C. Robin Media Group, Inc. Marcus Cable of Alabama, L.L.C. Tennesse, LLC MarcusCable-Corporate Charter RMG, LLC Marcus Cable Partners, L.L.C. Renaissance Media LLC Charter Communications VI, LLC American Cable Entertainment Company, LLC Falcon Charter Communications Michigan, LLC Charter Communications Entertainment I, LLC Charter Communications New England, LLC Charter -Helicon, LLC Charter Communications VIII Operating, LLC Helicon Partners I, LP Midwest Cable Communications, Inc. Cablevision of Michigan Rifkin Acquisition Partners, LLC Bresnan Communications Interlink Communications Partners, LLC Fanch Cable Equities of Colorado, LLC ...and any corporation or other business organization other than a joint venture in which the Named Insured shown in the declarations has or aoquires during the policy period an ownership of more than 50% and which is domiciled within the United States of America, its territories or possessions, Puerto Rico or Canada. Entity: Interlink Communications Partners, LLC d/b/a Charter Communications The City, its Commissioners, officers, boards, commission, commissioners, agentsand employees are named as Additional Insuredsunder the General Liability polidas as their interests may appear. City of Sunny Isles Beach Attn: City Clerk 17070 Collins Avenue, Suite 250 Sunny Isles Beach, FL 33160 MARSH USA INC. BY Alfred A. Peterfeso Q. MARSH CERTIFICATE OF INSURANCE CERTIFICATE NUMBER CHI-000666097-02 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN. PRODUCER Marsh USA Inc. 800 Market Street, Suite 2600 St. Louis, MO 63101-2500 COMPANIES AFFORDING COVERAGE COMPANY 05245-Nov-CASUA-02-03 ICP y NBV-FL A LUMBERMENS MUTUAL CASUALTY CO. INSURED COMPANY Charter Communications Inc. B ARBELLA MUTUAL INSURANCE CO Charter Investment Inc. 12405 Powerscourt Drive St. Louis, MO 63131-3674 - ' COMPANY - C N/A COMPANY IL Z D COVERAGES This; Ceriificate supersedes and replaces any previously issued certificate far the paliCy perioll1f} THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY RM INDI .eaC NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DDIYY) POLICY EXPIRATION DATE (MMIDD/YY) LIMITS q GENERAL LIABILITY 5AA038359-01 11/01/02 11/01/03 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ - 2,000,000 X COMMERCIAL GENERAL LIABILITY PERSONAL &ADV INJURY - $ 1,000,000 CLAIMS MADE I - OCCUR OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE (Anyone fire) $ 300,000 MED EXP (Any one person) $ 10,000 q AUTOMOBILE LIABILITY F5D007170-01 (AOS) 11/01/02 11/01/03 COMBINED SINGLE LIMIT $ 3,000,000 A ANY AUTO F5D007171-01 (VA) 11/01/02 11/01/03 X BODILY INJURY (Per person) $ A B ALL OWNED AUTOS SCHEDULED AUTOS F5D007172-01 (TX) 11/01/02 X3P084344-03 (MA) 11/01/02 11/01/03 11/01/03 _ _ - X HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ N AUTO ONLY $ ANY AUTO _OTHER___T_HA_ EACH ACCIDENT AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ UMBRELLA FORM OTHER THAN UMBRELLA FORM $ q q WORKERS COMPENSATION AND EMPLOYERS' LIABILITY 5BA168173-00 (WI) 11/01/02 56A768175-00(AOS) 11/01/02 11/01/03 11/01/03 X I TORY LIMITS ER EL EACH ACCIDENT $ 1,000,000 EL DISEASE -POLICY LIMIT $ 1,000,000 q I THE PROPRIETOR/ INCL PARTNERS/EXECUTIVE OFFICERS ARE EXCL 5BA168174-00(LA) 11/01/02 11/01/03 EL DISEASE -EACH EMPLOYEE 1 $ 1,000,000 THER I DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS (See reverse and/or attached for additional information) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE HALL ENDEAVOR TO MAIL I0 DAYS WRITTEN NOTICE TO THE City of Sunny Isles Beach CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR Attn: City Clerk 17070 Collins Avenue, Suite 250 LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE Sunny Isles Beach, FL 33160 ISSUER OF THIS CERTIFICATE. MARSH USA INC. BY: Alfred A. Peterfeso Q. MM1(3102) VALID AS OF: 11/07/02 PRODUCER Marsh USA Inc. 800 Market Street, Suite 2600 St. Louis, MO 63101-2500 405245-Nov-CASUA-02-03 I C P INSURED Charter Communications Inc. Charter Investment Inc. 12405 Powerscourt Drive St. Louis, MO 63131-3674 NBV-FL Charter Communications, Inc. Named Insured Includes the Following Entities Charter Investment, Inc., Charter Communications, Inc. and their: COMPANY E COMPANY F COMPANY G COMPANY H DATE (MMIDD/YY) CHI-000666097-02 11 / 0 7 / 02 COMPANIES AFFORDING COVERAGE - subsidiaries, associated, affiliated and inter -related companies; - controlled or majority (more than 50%) owned partnerships, limited liability companies; - interest only in (or its subsidiaries' interest in) any other partnerships or joint ventures or limited liability company; - interest in (or its subsidiaries' interest in) any company or organization coming under its active management or control; - any entity or party required to be insured under any contract or agreement which may now exist, may have previously existed, or may hereafter be created or acquired. Marcus Cable Associates, L.L.C. Marcus Cable of Alabama, L.L.0 Marcus Cable - Corporate Marcus Cable Partners, L.L.C. Renaissance Media LLC American Cable Entertainment Company, LLC Charter Communications Entertainment I, LLC Charter -Helicon, LLC Helicon Partners I, LP Rifkin Acquisition Partners, LLC Interlink Communications Partners, LLC Cable Equities of Colorado, LLC Robin Media Group, Inc. Tennesse, LLC Charter RMG, LLC Charter Communications VI, LLC Falcon Charter Communications Michigan, LLC Charter Communications New England, LLC Charter Communications Vill Operating, LLC Midwest Cable Communications, Inc. Cablevision of Michigan Bresnan Communications Fanch ...and any corporation or other business organization other than a joint venture in which the Named Insured shown in the declarations has or acquires during the policy period an ownership of more than 50% and which is domiciled within the United States of America, its territories or possessions, Puerto Rico or Canada. Entity: Interlink Communications Partners, LLC d/b/a Charter Communications The City, its Commissioners, officers, boards, commission, commissioners, agents and employees are named as Additional Insureds under the General Liability policies as their interests may appear. City of Sunny Isles Beach Attn: City Clerk 17070 Collins Avenue, Suite 250 Sunny Isles Beach, FL 33160 City of Sunny Isles Beach 17070 Collins Avenue, Suite 250 Sunny Isles Beach. Florida 33160 (305) 947-0606 phone (305)949-3113 fax David Samson Mayor MEMORANDUM Irving Turetsky Vice Mayor TO: City Commission Commissioners Danny Iglesias Lila Kauffman FROM: Lynn M. Dannheisser, City Attorney Connie Morrow James DiPietro DATE: July 15, 1999 City Manager Lynn M. Dannheisser RE: TRANSFER OF CABLE FRANCHISE FROM INTERLINK City Attorney COMMUNICATION'S PARTNERS, INC. ("INTERLINK") TO CHARTER COMMUNICATIONS, INC. (`CHARTER") RECOMMENDATION It is recommended that the Resolution approving the transfer of control of Cable Television from Interlink to Charter be adopted. As you may recall, on January 7, 1999, the City of Sunny Isles Beach received notification of a proposed transfer of control of Cablevision to Interlink. In February, this Commission not only approved the transfer, but also adopted its own cable television ordinance. In accordance with the terms of the franchise agreement and franchise ordinance, Interlink has forwarded an application transfer fee of $2500 together with a request for the City Commission to approve the transfer from Interlink to Charter. The terms of our ordinance and agreement shall remain the same and Charter will be held to the same performance as Interlink under the original ordinance and franchise agreement. Respectfully submitted, LMD:ch Attachment(s) 4Charter COMMUNICATIONS' > LNar.D WOaL9 CO\VANS July 7, 1999 Lynn M. Dannheisser, City Attorney City of Sunny Isles Beach 17070 Collins Avenue. Suite 250 Sunny Isles Beach. FL 33160 VIA FAX TRANSMISSION & OVERNIGHT MAIL Re: Notice of Transfer of Control of CATV Franchise Evidenced by Resolution Nos. 99-66 and 99-1 '34 Granted April 15. 1999, as Amended to the Date Hereof, from InterLink Communications Partners. LLLP ("ICP LLLP") to InterLink Communications Partners. LLC_. a Wholly -Owned Subsidiary of Charter Communications. Inc. ("Charter') Dear Ms. Dannheisser: As you know, on or after September 2, 1999. Charter will be closing on the purchase of the partnership interests of InterLink Communications Partners, LLP. As of this date of this letter. it is our understanding that ICP LLLP is in substantial compliance with the material terms and provisions of the Franchise. Be further advised that Charter has the adequate technical and financial capability to comply with the terms and provisions thereof and of applicable law and hereby covenants and agrees to accept and abide by the terms and conditions of the subject franchise. If you have any questions or need additional information, please do not hesitate to contact the undersigned. Sincerely, NI. Celeste Vossmever Vice President - Government Relations MCV/tmt cc: Dale Wagner j:interlinldsunisles l 12444 Powerscourt Drive • Suite 100 • St. Louis. Missouri • 63131-3660 www.chartercom.com • tel: 314.965.0555 • fax: 314.965.6640 2 'nUo� s �•FL0 0S OF suN F0 City of Sunny Isles Beach 17070 Collins Avenue. Suite 250 Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305)949-3113 Fax (305) 947-2150 Building Department (305) 947-5107 Fax MEMORANDUM To: Tom Acquaro, Human Resources Director Cecille Hayles, Contract Administrator / Paralegal From: Jane A. Hines, City Cler Date: November 4, 2003 ON Commission Norman S. Edeleup, Mayor Gerry Goodman, D'ice,Woyor Roslyn Brezin, Commi ,a , Danny 1pjmias, Commt ,,o,r Lewis J. Thaler. Commissioner Christopher J. Russo, Ciry ttonoger Lynn M. Dannheisser, City Atror Jane A. Nines, City Clerk Re: Certificate of Insurance for Charter Communications Inc. Attached please find a copy of the above -referenced Certificate of Insurance for your file. JAH:mw Attachment Marsh USA Inc 10/30/2003 8:14 PAGE 1/3 RightFax Facsimile Transmittal Sheet From: Renee Butler To: Phone: Fax: Date: 30-Oct-03 Attention: Time: 08:19 PM Company: Message: MARSH An. Cam;xary City of Sunny Isles Beach 305-949-3113 The mformmton conmuned in thus facsimile message a cofidennal, maybe privileged, and is tntended for the use ofthe mdmdual or entity named abo� If you, the reader ofdus messag4 are not the iruended recip:m t, the rgen{ dit3zrifeireumon m the iuerded re pien;You are ecpre dy prohrb:ted from copying, d:.neminanrg, distrbutag, or m any other r iy usu rg arty of the informati an cnnrained m rhn facsimile menage.